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page1of 10
 Exhibit 5.2
 Holland Van Gijzen Letterhead
 To:
    
    Baxter International Inc.
Baxter Finco B.V.
c/o Baxter International Inc.
One Baxter Parkway
Deerfield, Illinois 60015
UNITED STATES OF AMERICA
 Date:
   Re: Baxter Finco B.V./ Exchange offer of USD 500,000,000 4.750 % Notes due 2010
    besloten vennootschap met beperkte aansprakelijkheid) Company Exchange Notes Notes Purchase Agreement




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page2of 10
 a)
    
    the articles of association (statuten) of the Company dated September 16, 2005, which,
pursuant to the Extract (as defined below), are the articles of association of the Company as
on file with the Commercial Register at the date hereof (the Articles of Association);b)
    
    a facsimile extract from the Commercial Register of the Chamber of Commerce for Utrecht and
district (the Commercial Register) regarding the registration of the Company with the
Chamber of Commerce under number 30208026, dated April 13, 2006, as confirmed by telephone by
the Commercial Register to be correct at the date hereof (the Extract);c)
    
    copies of the minutes of meetings of the board of managing directors (bestuur) of the
Company, (i) dated September 27, 2005, authorising, among other things, the execution and
delivery by the Company of the Agreements (as defined below) and (ii) dated October 4, 2005
authorising, among other things, the execution and delivery by the Company of the Supplemental
Indenture (as defined below), both of which include a power of attorney with the right of
substitution to each of Mr. M.A. Nibbelke and/or Mr. R.M. Davis acting individually inter alia
to execute and deliver the Agreements (as defined below) and the Supplemental Indenture (as
defined below) on behalf of the Company (the Board Minutes);d)
    
    a copy of minutes of a meeting of the general meeting of shareholders (besluit buiten
vergadering van aandeelhouders) of the Company, approving, among other things, the execution
and delivery by or on behalf of the Company of the Agreements, dated September 27, 2005, (the
Shareholders Minutes);e)
    
    an electronic copy of the shareholders register of the Company signed on behalf of the board of directors
of the Company (the Shareholders Register);f)
    
    an electronic (e-mail) copy of the executed Purchase Agreementdated September 28, 2005;g)
    
    an electronic (e-mail) copy of (i) that certain executed Indenture, dated October 5, 2005, by
and among, Baxter International Inc, J.P. Morgan Trust Company, National Association and the
Company (the Indenture) and (ii) that certain first supplemental indenture thereto dated as
of October 5, 2005 (the Supplemental Indenture), including the Guarantee attached thereto as
Exhibit D (the Guarantee);h)
    
    an electronic (e-mail) copy of that certain executed registration rights agreement dated
October 5, 2005 by and among Baxter International Inc., the purchasers mentioned in Schedule A
to that agreement, and the Company (the Registration Rights Agreement);i)
    
    an electronic (e-mail) copy of that certain executed credit loss assurance agreement dated
October 5, 2005 by and among Baxter International Inc., Baxter Holding B.V., and the Company
(the Credit and Loss Assurance Agreement).




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page3of 10
 j)
    
    an electronic copy of the form of global notes representing the Exchange Notes sent to us by
e-mail on October 4, 2005 (the Form of Global Notes)
 Corporate Documents Corporate Document Agreements Documents
  (i)
    
    the genuineness of all signatures on all Documents or on the originals thereof to be the
signature by the person(s) whose names are printed/stated or otherwise indicated opposite such
signatures;(ii)
    
    the accuracy and completeness, and the authenticity of all documents submitted to me as
originals and the conformity with the originals of any copy of documents submitted to us for
review in photostatic, electronic transmission (e-mail), or facsimile form and that all
signatures on any of the Documents are genuine and that any Document examined by me as draft
or execution form will be or, as the case may be, has been executed in the same or materially
the same form as any such document reviewed by us as draft or execution form;(iii)
    
    the due and requisite power, capacity (corporate and otherwise) and authority
(beschikkingsbevoegdheid) of each of the parties and/or signatories (other than the Company)
to enter into, execute and perform its respective obligations under the Agreements to which
each of them is a party, and the factual capacity (het ontbreken van geestelijke stoornis) of
all individuals acting on behalf of any of the parties (including those individuals acting on
behalf of the Company);(iv)
    
    that each party (other than the Company) to any Agreements has been duly incorporated and
organized and is validly existing and in good standing (where such concept is legally
relevant) under the laws of its jurisdiction of incorporation and of the jurisdiction of its
principal place of business;(v)
    
    that the Agreements, the Form of Global Notes, and the Exchange Notes have been duly
authorized and have been or will be duly and validly executed and delivered (where such
concept is legally relevant) by all parties thereto (other than the Company) under any
applicable law, including the laws by which the Agreements is/ are expressed to be governed
(other than Dutch law);(vi)
    
    that the Agreements, the Form of Global Notes, and the Exchange Notes constitute or will
constitute the legal, valid and binding obligations of the parties thereto, and are or will be
enforceable in accordance with their respective terms, under the laws to which they are
expressed to be subject and any other applicable laws (other than the laws of the




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page4of 10
 Netherlands) and with respect to which we have assumed any such laws to apply (other than the
laws of the Netherlands);(vii)
    
    (a) the accuracy and completeness, of the Corporate Documents and (b) that the terms and/or
conditions of (i) the relevant documents submitted in draft form, if any, and (ii) of the
underlying transactions, presented to the respective corporate bodies, in connection with the
resolutions mentioned under c) and/or d) above have not materially changed as of the date of
any such resolutions and (c) that the resolutions mentioned under c) and/or d) above remain in
full force and effect and have not been amended, rescinded or revoked;(viii)
    
    that nothing in this opinion is affected by the provisions of any foreign law (i.e. any laws
not being the laws of the Netherlands);(ix)
    
    that (a) the Company has not adopted a resolution to voluntarily dissolve (ontbinden), merge
(fuseren) or de-merge (splitsen) the Company; (b) no petition first or secondary has been
presented nor order first or secondary made by any applicable court for the bankruptcy
(faillissement) or moratorium of payment (surséance van betaling) of and no receiver
(bewindvoerder), trustee (curator), or similar officer has been appointed with respect to the
Company or its assets and (c) no decision has been taken to dissolve (ontbinden) the Company
by (i) the Chamber of Commerce by virtue of article 2:19a of the Dutch Civil Code (burgerlijk
wetboek) or (ii) the relevant Court (rechtbank) by virtue of article 2:21 of the Dutch Civil
Code. Although not constituting conclusive evidence thereof, our assumption is supported by
information obtained by telephone today from the Bankruptcys Clerk Office
(faillissementsgriffie) of the competent court of Utrecht (being the competent court in view
of the Companys corporate seat being at Utrecht) and from the Chamber of Commerce;(x)
    
    that the execution of the Agreements and the performance of the transactions contemplated
thereby are in the best corporate interest of the Company and not prejudicial to its creditors
(present and future);(xi)
    
    that none of the managing directors of the Company has a conflict of interestwith
the Company with respect to any of the Agreements or the transactions contemplated thereby
within the meaning of article 13.3 of the Articles of Association that would preclude any such
managing director from validly representing the Company (or granting a power of attorney with
respect to the execution of such Agreements on behalf of the Company);(xii)
    
    that the Company complies with the reporting requirements pursuant to: (a) the Balance of
Payment Reporting Instructions 2003 as defined in qualification (xvi) below, and (b) section 4
of the Exemption Regulation as defined in qualification (xviii) below;(xiii)
    
    that Baxter Holding BV is the sole shareholder of the Company and has at the date hereof
positive consolidated own funds;




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page5of 10
 (xiv)
    
    that an amount corresponding to at least 95 % of the balance sheet total of the Company
shall be lent or invested within the group (concern) of which the Company forms part.(xv)
    
    that Mr. Martinus Albertus Nibbelke and Mr. Robert Morris Davis are now and will both be a
director (statutair bestuurder) of the Company with a power of attorney pursuant to the Board
Minutes if and when they execute or any one of them executes the Exchange Notes.
      1.
    
    The Company is a company duly incorporated and validly existing under the laws of the
Netherlands as a private company with limited liability (besloten vennootschap met beperkte
aansprakelijkheid). The Company has full corporate power and authority to own assets, conduct
its business, enter into agreements and/or assume liabilities, all within the limits of its
object clause set forth in article 2 of the Articles of Association.




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page6of 10
 2.
    
    The execution, delivery and performance of the Agreements by the Company has been duly
authorized by all requisite corporate action required by the Articles of Association and / or
by the laws of the Netherlands.3.
    
    The execution, delivery and performance of the Exchange Notes by the Company have been duly
authorized by all requisite corporate action required by the Articles of Association and / or
by the laws of the Netherlands.4.
    
    If the Exchange Notes are executed by Mr. M.A. Nibbelke and/or Mr. R.M. Davis in his/their
capacity as director/directors of the Company with a power of attorney pursuant to the Board
Minutes and authenticated by the Trustee they will be duly executed and delivered on behalf of
the Company.
  (i)
    
    The opinions expressed herein are limited by the provisions of any applicable bankruptcy
(faillissement), insolvency, moratorium of payments (surséance van betaling), reorganization,
liquidation or suretyship or other similar laws or regulations affecting the rights of
creditors in general, including rights of set-off.(ii)
    
    It should be noted that, under Article 2:7 of The Netherlands Civil Code a transaction
entered into by a legal entity can be annulled if the objects of that entity are thereby
exceeded and the other party to the transaction was or should, without making its own
inquiries, have been aware thereof. Only the legal entity can invoke this ground for
annulment. There is uncertainty as to the question of when the objects of a legal entity are
exceeded (i.e., when a transaction is ultra vires). Article 2:7 is intended to implement
Article 9 (1) of the First European Community Directive on company law, the basic rule of
which is that a company is bound by transactions entered into by its authorised
representatives even if such transactions do not fall within the scope of companys objects.
The only exception permitted by the Directive is that the company may annul a transaction
which is ultra vires and of which the other party was or should have been aware that this was
the case. The Netherlands Supreme Court has ruled that in determining whether a certain
transaction is ultra vires all circumstances must be taken into account. The manner in which
the objects have been defined in the companys articles of association is not the only
decisive factor while the fact that a company forms part of a group of companies and the
extent of any benefit of granting security are, among others, other relevant factors.(iii)
    
    Article 3:45 of The Netherlands Civil Code provides that where a debtor who enters into a
transaction or performs an obligation without being legally obliged to do so (which includes
the performance of an obligation which is not (as yet) exigible (opeisbaar), knew or should
have known that the possibilities for one or more of its creditors to seek recourse against
its assets would be negatively affected thereby, any creditor whose claim has been prejudiced
has the right to nullify such transaction or performance if certain conditions are met (Actio
Pauliana).




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page7of 10
 (iv)
    
    Dutch courts may give effect to the mandatory rules of the laws of (i) the Netherlands
irrespective of the law otherwise applicable to the Agreements, and (ii) any other country
with which the situation has a close connection, if and insofar as, under the law of the
latter country, those rules must be applied whatever the law applicable to the contract.(v)
    
    The application of a rule of the chosen laws of any country under the Agreements or any other
laws that otherwise would govern any obligation thereunder may be refused by the courts of the
Netherlands if such application is manifestly incompatible with the public policy (ordre
public) of the Netherlands.(vi)
    
    The enforcement of obligations may be limited by the competent Dutch courts to the extent
that, as a result of general principles of Dutch civil law and dependent upon all relevant
circumstances of the particular case, such a court deems enforcement unacceptable with a view
to the general applicable Dutch standards of reasonableness and fairness (redelijkheid en
billijkheid), and such courts may amend the (effects of a) contractual obligation at the
request of any one of the parties thereto, or terminate the whole or any part of such
contractual obligations on the ground that unforeseen circumstances (onvoorziene
omstandigheden) have occurred of such a nature that the other party or parties may, according
to standards of reasonableness and fairness, not expect an unamended performance of the
obligation under such contractual obligation; such an amendment or termination may be given
retroactive force, and such courts may amend the effects of a contractual obligation on the
basis of abuse of authority (misbruik van bevoegdheid).(vii)
    
    Any enforcement of the Agreements and of any foreign judgments in the Netherlands will be
subject to the rules of Dutch civil procedure, judgments may be rendered in a foreign
currency; enforcement is executed, however, in (Euros) at the applicable rate of exchange.(viii)
    
    Enforcement of obligations in the Netherlands will be subject to the nature of the remedies
available in the courts of the Netherlands and the availability of defences such as set off
and counter-claim.(ix)
    
    The terms legal, valid, binding, obligation and enforceable mean that the
obligations to which those terms relate are of a type which under the laws of the Netherlands
are generally recognised or are generally enforceable, although specific performance may not
always be available or be granted by Dutch courts.(x)
    
    All powers of attorney (including, but not limited to, powers of attorney expressed to be
irrevocable and all appointments of process or other agents, considered for the purpose hereof
and as applicable below, a power of attorney) issued explicitly or by implication, terminate
by operation of law and without notice upon the bankruptcy of the grantor of the power of
attorney.(xi)
    
    Irrevocable powers of attorney, by their terms, are not capable of being revoked insofar as
they extend to the performance of legal acts (rechtshandelingen) which are in the interest of
the attorney in fact appointed under such power of attorney or a third party. However, at




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page8of 10
 the request of the grantor, an heir or the trustee of such person, the competent court may
amend or cancel an irrevocable power of attorney for significant reasons.(xii)
    
    In principle, any power of attorney terminates by operation of law upon the death,
guardianship or being subject to legal restraint (onder curatele stelling), or bankruptcy
of the grantor of the power of attorney and/ or of the attorney in-fact appointed under such
power of attorney or by notice of termination given by the holder of such power of attorney.(xiii)
    
    Agreements may be amended orally by the parties thereto notwithstanding provisions therein
to the contrary.(xiv)
    
    The taking of concurrent proceedings in more than one jurisdiction may be disallowed by the
courts of the Netherlands, but such courts have the power to stay proceedings if concurrent
proceedings are being brought elsewhere; also, the ability of any party to assume control over
another partys proceedings before the courts of the Netherlands may be limited by Dutch rules
of civil procedure.(xv)
    
    Under the laws of the Netherlands a competent court has the discretion to decrease the amount
of the agreed upon damages, indemnities or penalties provided for in the Agreements which are
deemed as manifestly excessive.(xvi)
    
    It should be noted that natural persons and legal entities residing or established in the
Netherlands can be designated by De Nederlandsche Bank N.V. (the Dutch Central Bank, DNB) to
report financial information to DNB in accordance with the provisions of the Balance of
Payment Reporting Instructions 2003 (Rapportagevoorschriften Betalingsbalansrapportages
2003) issued by DNB pursuant to article 7 of the External Financial Relations Act 1994 (Wet
Financiële Betrekkingen Buitenland 1994). Pursuant to the Balance of Payment Reporting
Instructions 2003 special financial institutions (Bijzondere financiële Instellingen
Special Financial Institutions) must give written notification to the DNB no later than
three weeks after becoming a Special Financial Institution (in order for DNB to assess whether
the Special Financial Institutions should be designated reporting institution). The Balance of
Payment Reporting Instructions 2003 defines special financial institutions as: resident
enterprises or institutions, irrespective of their legal form, in which non-residents hold a
direct or indirect participating interest through a shareholding or otherwise and whose
objective is or whose business consists to a major extent of receiving funds from
non-residents and channelling them to non-residents. Non-compliance with these reporting
requirements does not, however, in itself adversely affect the enforceability of the
obligations of the Company under the Agreements in the Netherlands.(xvii)
    
    It should be noted that pursuant to article 3 paragraph 1 of the Netherlands Act on
Supervision of the Securities Trade 1995 (Wet toezicht effectenverkeer 1995 Wte) it is in
principle prohibited to offer certain designated transferable securities in the Netherlands,
without making available a prospectus that has been approved by the Netherlands




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page9of 10
 Authority for the Financial Markets (AFM). This prohibition does not apply to an offer of
said securities that is not made in the Netherlands. If and to the extent said securities are
offered in the Netherlands, article 1c under a of the Exemption regulation pursuant to the
Wte (the Wte Exemption Regulation) provides inter alia for an exemption from this
prohibition if (i) the offered securities can only be obtained against a counter value of at
least EUR 50,000 per investor; or (ii) the nominal value of the offered securities is at
least EUR 50,000 per security; or (iii) the offer of such securities is made to less than 100
persons per EU or EEA member state; or (iv) the securities are only offered to qualified
investors. Article 1a of the Wte Exemption Regulation defines qualified investors inter
aliaas: (i) legal entities which are authorized or supervised to operate on the financial
markets by the AFM or DNB or by a supervising authority of another state; and (ii) a legal
entity or corporation whose sole corporate purpose it is to invest in securities; and (iii) a
legal entity or corporation that according to its last annual or consolidated annual account,
meets at least two of the following criteria: (1) an average number of employees during the
financial year of 250 or more; (2) a value of the assets according to its balance sheet of at
least EUR 43,000,000; and (3) an annual net turnover of at least EUR 50,000,000; and (iv) a
legal entity or corporation with its seat in the Netherlands, other than a legal entity or
corporation mentioned under (iii) above, that has requites the AFM to be designated as
qualified investor.(xviii)
    
    It should be noted that an entity that i) as part of its business operations ii) attracts
or receives repayable funds, and iii) grant loans or makes investments for its own account
should in principle obtain a banking license from DNB pursuant to the Act on Supervision of
the Credit System 1992 (the Act). Pursuant to section 3 of the Exemption Regulation pursuant
to the Act (the Exemption Regulation) an exemption is available inter aliato enterprises or
institutions whose business it is to receive repayable funds from parties outside a restricted
circle, not being professional market parties, and to grant loans or make investments for
their own account in so far as: (i) the receiving of these repayable funds takes place through
the issue of securities as defined in section 1(a) of the Act on the Supervision of Securities
Trade 1995 in accordance with the relevant provisions laid down by or pursuant to that Act;
and, (ii) such enterprise or institution arranges (a) an agreement which includes the
unconditional obligation to provide such enterprise or institution with sufficient funds at
all times to meet its liabilities, which agreement was concluded by an enterprise or
institution having positive consolidated own funds throughout the period of the agreement, the
enterprises or institutions receiving the repayable funds being a subsidiary of that
enterprise or institution, or (b) an unconditional guarantee for all liabilities arising from
the receiving of those funds, which unconditional guarantee was issued by an enterprise or
institution having positive consolidated own funds throughout the period of the guarantee, the
enterprises or institutions receiving the repayable funds being subsidiaries of that
enterprise or institution; and (iii) an amount corresponding to at least 95 % of the balance
sheet total of the enterprises or institutions shall be lent or invested within the group
(concern) of which those enterprises or institutions form part. Pursuant to section 4 of the
Exemption Regulation such entities must however report to DNB within two weeks of the
commencement of their business. In such report the enterprise or institution must provide
information with respect to its name, its address, its




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page10of 10
 directors and supervisory directors and its registration with the Chamber of Commerce.
Furthermore the exemption under the Exemption Regulation under which the enterprise or
institution falls must be indicated. If the information to be provided changes later, this
should be reported to DNB without delay. We are of the opinion that an issue of securities
not in the Netherlands, to which -as described in qualification (xvii) above- the prohibition
of article 3 Wte does not apply, should meet the criteria mentioned under (i) in line 8 of
this qualification. We note however that this is under discussion within DCB and as a result
cannot be concluded decisively.(xix)
    
    The concepts of delivery and good standing as they are interpreted under Anglo-American
law are not known under the laws of the Netherlands.(xx)
    
    The information contained in the Extract does not constitute conclusion evidence of the facts
reflected therein.
   Commission
  /s/ A.R. Filius